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HomeMy WebLinkAbout2014-04-8129771 171539 ORDINANCE NO. 2014-4-8129 AN ORDINANCE AUTHORIZING THE SALE OF MUNICIPALLY OWNED REAL PROPERTY LOCATED AT 510-514 BROADWAY IN PADUCAH TO THE COLUMBIA CLUB INC. FOR PURPOSES OF REDEVELOPMENT AND REVITALIZATION WHEREAS, the City is the present owner of certain real estate upon which is situated the Columbia Theatre (the "Theater"), which property is located at 510-514 Broadway, in Paducah, McCracken County, Kentucky (the "Property"); and WHEREAS, City has determined that the Property is no longer necessary, appropriate, or in the best interests of the operations of the City and its citizens and that the Property should be sold as surplus real estate; and WHEREAS, The Columbia Club, Inc. (the "Developer"), a Kentucky non-profit corporation, desires to seek grants and other funds for the restoration of the Theater, and in particular, to obtain a Kentucky Brownfield Redevclopment Grant for the remediation of contaminants known to exist in the Theater; and WHEREAS, the City offered the Property for sale as surplus property in accordance with KRS 82.083 and the sealed bidding procedure set forth in the City of Paducah Codes of Ordinance Section 2-668; and Property; and WHEREAS, the Developer submitted the only bid offering to pay $1.00 for the WHEREAS, in order to induce the renovation of the Theater and to provide for the eligibility for a Kentucky Brownfield Redevelopment Grant, the City is agreeable to selling and conveying the Property, the Theater, and, all related improvement located on the Property to the Developer for $1.00 cash in hand paid and the further consideration of the satisfaction of and subject to the terms and conditions set forth in the Memorandum of Understanding among City and the Developer for the remediation and restoration of the Theater. NOW, THEREFORE, BE IT ORDERED BY THE BOARD OF COMMISSIONERS il , I _11 _. — TF m 772 OF THE CITY OF PADUCAH, KENTUCKY: Section 1. Recitals and Authorizations. The Board of Commissioners hereby declares the Property to be surplus property as it relates to the operations of the City. Section 2. Recitals and Authorizations. That the Mayor of the City of Paducah, Kentucky, be and she is hereby authorized to execute and deliver a special warranty deed of conveyance of the Property to the Developer for and in consideration of $1.00 cash in hand paid and the further consideration of the satisfaction of and subject to the terms and conditions set forth in the Memorandum of Understanding among City and the Developer for the remediation and restoration of the Theater, together with all other documentation necessary to effectuate the transfer of the Property. Section 3. Recitals and Authorizations. The City hereby approves the Memorandum of Understanding among City and the Developer (the "MOU") in substantially the form attached hereto as Exhibit A and made part hereof. It is further determined that it is necessary and desirable and in the best interest of the City to enter into the MOU for the purposes therein specified, and the execution and delivery of the MOU is hereby authorized and approved. The Mayor of the City is hereby authorized to execute the MOU, with such changes in the MOU not inconsistent with this Ordinance and not substantially adverse to the City as may be approved by the official executing the same on behalf of the City. The approval of such changes by said official, and that such are not substantially adverse to the City, shall be conclusively evidenced by the execution of such MOU by such official. Section 4. Severability. If any section, paragraph or provision of this Order shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Order. Section 5. Compliance with Open Meetings. The City Commission hereby finds and determines that all formal actions relative to the adoption of this Order were taken in an open meeting of the City Commission, and that all deliberations of this City Commission and of its committees, if any, which resulted in formal action, were in meetings open to the public, in full compliance with applicable legal requirements. E 773 Section 6. Conflicts. All ordinances, resolutions, orders or parts thereof in conflict with the provisions of this Order are, to the extent of such conflict, hereby repealed and the provisions of this Order shall prevail and be given effect. Section 7. Effective Date. This ordinance shall be read on two separate days and will become effective upon summary publication pursuant to KRS Chapter 424. ATTEST: J&VN&dz- Tammara S. Sanderson, City Clerk Introduced by the Board of Commissioners, March 25, 2014 Adopted by the Board of Commissioners, April 8, 2014 Recorded by Tammara S. Sanderson, City Clerk, April 8, 2014 Published by The Paducah Sun, April 12, 2014 \ord\plan\mou & deed-columbia theater 3 i1 1�-H .i+l VF n -',, .-n.i._:c _ _ �::_ i _ Li: I .._: i __ i I. 1 ,;.. i I I -__ i I n:.:..1. I I_ -,.i i. ,. SII. 774 EXHIBIT A TO ORDINANCE MEMORANDUM OF UNDERSTANDING 171428 This is a Memorandum of Understanding (this "Agreement") made and entered into on the day of , 2014, by and between the CITY OF PADUCAH, KENTUCKY (the "City" or "City of Paducah"), a municipality of the second class and THE COLUMBIA CLUB, INC., a Kentucky non-profit corporation (the "Developer"). WHEREAS, the City is the present owner of certain real estate upon which is situated the Columbia Theatre (the "Theater"), which property is located at 510-514 Broadway, in Paducah, McCracken, Kentucky, and is more particularly described on Exhibit A (the "Property"); and WHEREAS, the Developer is seeking grants and other funds for the restoration of the Theater; and WHEREAS, the Theater needs stabilization and immediate repairs to prevent further deterioration of the structure located on the Property; and WHEREAS, the Theater is contaminated with asbestos and needs funds for remediation before it can be restored; and WHEREAS, the Theater is eligible for a Kentucky Brownfield Grant if it is owned by a private entity at the time the grant is applied for; and WHEREAS, the application for the Kentucky Brownfield Grant is due by April 18t`, 2014 and title must be held by the Developer at the time the grant is filed; and WHEREAS, in order to induce the renovation of the Theater and to provide for the eligibility for a Kentucky Brownfield Redevelopment Grant, the City is agreeable to conveying the Property, the Theater, and, all related improvement located on the Property to the Developer conditioned upon the satisfaction of and subject to the terms and conditions set forth in this Agreement; and NOW THEREFORE, in consideration of the foregoing premises, and for other value consideration, the legal adequacy and sufficiency of which is hereby acknowledged by all parties hereto, the parties do covenant and agree as follows: 1. Sale of Property. The City covenants and agrees to sell and convey unto the Developer, and the Developer agrees to purchase and receive from City, the Property, the Theater, and all improvements, appurtenances, equipment, easements, access rights, and other ancillary rights associated with the Property. The sale and conveyance of the Property shall be subject to the terms and conditions as hereinafter defined Additionally, all of the terms and conditions set forth in this Agreement shall survive the closing of the real estate transaction contemplated herein and shall not be merged therein. . 2. Purchase Price. The consideration for this conveyance of the Property shall be One Dollar ($1.00) cash in hand paid by the Developer to the City and the satisfaction of the commitments of the Developer as set forth in this Agreement. The purchase price shall be paid by the Developer at time of closing. 3. Closing. Sale and purchase contemplated by this Agreement shall be consummated in Paducah, Kentucky on or before April 11, 2014. Closing shall take place at such time and place as designated by the City. Closing costs shall be the responsibility of the City. 4. The City's Economic Incentives: a. The City agrees to provide a cash grant of $10,000.00 to the Developer to defray 4 775 asbestos remediation costs, all reasonable costs of maintaining general liability insurance as required by Section B. 1 of this Agreement and match requirements for the Kentucky Brownfield Grant (abatement of asbestos). Cash grant shall only be granted with receipt of the award of the Kentucky Brownfield Grant and submission to the City of acceptable documentation evidencing payment incurred costs by the Developer. A. City agrees to the following: For a period of two (2) year from the execution of this Agreement and provided that such insurance coverage is reasonably available to the City, the City shall insure the Property against loss from fire, lightening, windstorm, explosion, tornado and such other risks as designated by the City to the extent of the full insurable value of the Property. The insurance shall contain standard extended coverage endorsements and such other special endorsements as the City may require. The City shall be name as the primary loss payee under this insurance policy and in relation thereto, the City shall have the unconditional right to (i) approve the settlement of all the claims, and ensure that all settlement drafts name the City as a primary loss payee, (ii) designate how the insurance proceeds shall be applied to the repair and restoration of the Property, (iii) administer, supervise, and control the proceeds that are applied to the repair and restoration of the Property, and (iv) take whatever other action or measure the City deems necessary. The City's commitment to provide casualty insurance may be extended beyond this two (2) year period only upon the prior written agreement of the City in its sole discretion. 2. In the event the Kentucky Brownfield Redevelopment Grant is not award to the Developer with one (1) year of the execution of this Agreement, the City shall retake fee title to the Property provided, however, title to the Property is free and clear of all liens and encumbrances. 3. Assist in the administration of the Kentucky Brownfield Subgrant Program. 4. Pay all reasonable cost of serving the Property with utilities (power, gas and water) for a period of 2 years commencing upon execution of this Agreement. Developer shall transfer utilities into their name at the request of the City. 5. Reimburse the Developer for all reasonable costs associated with agreed upon items relating to the general maintenance of the Theater. The City and the Developer shall mutually agree upon the items of general maintenance to be reimbursed by the City, the items shall include, without limitation, construction projects required to prevent further degradation of the Theater. Payment shall not be made until the City receives acceptable documentation evidencing that expenses and costs have been incurred by the Developer. B. Developer agrees to the following: 1. As long as the Developer holds title to the Property, the Developer shall maintain at its costs comprehensive general liability coverage covering the Property, under which the City will be held harmless and named as an insured, stipulating limits of liability of not less than One Million Dollars ($1,000,000.00) for an accident affecting any one person, and not less than Five Hundred Thousand Dollars ($500,000.00) for property damage. 2. The Developer shall provide a certificate evidencing the aforesaid insurance coverage upon demand by the City. Such policy shall provide that it shall not be canceled nor coverage reduced by the insurer without first giving at least thirty (3 0) days' prior written notice to the City. 3. Act as fiscal agent for the Kentucky Brownfield Grant. 5 , 1 T I I I yi ;.p11 1 ; ,.-. r F 17- T -_ -,- , _. 1 - --7177F- [ - -1 a -J UI .,.,._1-1:, -- is _�, u._: I I j-,-- I I 776 4. In the event the Kentucky Brownfield Grant is not award to the Developer with one (1) year of the execution of this Agreement, the Developer shall promptly re -convey, to the City, the Property, by general warranty deed, free and clear of all liens, and claims of any nature. The City shall be responsible for the customarily closing costs associate with this re -conveyance. 5. Accept the award of the Kentucky Brownfield Grant and agree to diligently and fully comply with all terms and conditions for the Kentucky Brownfield Grant, including without limitation all repairs, replacements, maintenance, and restoration required thereunder to the Theater and the Property. 6. For a term of five (5) years from the date of the deed of conveyance from the City to the Developer, the Developer shall grant to the City a first of first refusal to reacquire the Property and all improvements and alterations thereto upon the following terms and conditions: a. In the event the Developer should receive such bona fide offer which the Developer desires to accept, the Developer shall provide to the City a written notification of the Developer's intention to sell or lease the Property or any portion thereof. The Developer shall deliver such written notification to the City. b. Upon receipt of such written notice, the City shall have a period of thirty (30) days to elect to acquire the Property for nominal consideration. In the event the City desires to exercise the right of first refusal, the City shall deliver to the Developer a written notice of the City's election to exercise such right by the expiration of the aforesaid thirty (30) day period. In the event the City elects to exercise its right of first refusal herein, the City and the Developer shall be bound to complete the transfer, in which case the City and the Developer shall meet to discuss and reach agreement regarding any additional terms provided, however, the Property shall be transferred to the City free and clear of all liens, encumbrances and other adverse interest. C. If the City does not exercise its right of first refusal within the aforementioned thirty (30) day period, the Developer shall be free to accept the bona fide offer, provided that the Developer had delivered the written notice to the City pursuant to paragraph (a) hereof, and to complete the lease or sale at the price and upon the material terms and conditions set forth in said bona fide offer. d. If the City fails to exercise its right of first refusal with respect to any bona fide offer, and for any reason the proposed sale or lease of the Property is not consummated in accordance with the material terms and conditions in the bona fide offer, the City shall thereafter have the right of first refusal with regard to any subsequent bona fide offers which are received by the Developer with respect to the Property during the term of the City's right of first refusal. C. Miscellaneous Provisions. The following miscellaneous provisions shall apply: 1. Assignment. This Memorandum of Understanding shall be binding upon and shall inure to the benefit of the parties hereto, and their respective legal representatives, heirs, successors and permitted assigns. The Developer shall not assign its rights and obligations hereunder, in whole or in part, without the prior consent of the City, but in no event, shall any assignment hereunder release or relieve the Developer from any obligations of this Agreement for which the Developer shall remain fully bound to the City. 2. Merger Clause. It is agreed and understood between the parties that this Memorandum of Understanding represents the entire and exclusive agreement between the parties 0 and that all prior representations, covenants, warranties, understandings and agreements are merged herein. This Memorandum of Understanding may only be modified in writing executed by all parties hereto. 3. Construction. This Memorandum of Understanding shall be governed and construed under the laws of the Commonwealth of Kentucky. 4. Assurances. The City and the Developer agree to execute such further documents and instruments as shall be necessary to fully carry out the terms of this Agreement. 5. Amendments. This Memorandum of Understanding may not be modified or amended unless in writing signed by both parties hereto. 6. Execution and Delivery. This Memorandum of Understanding shall be of no force or effect unless and until it shall have been executed by both the City and the Developer and approved by the governing body of the City of Paducah. 7. Time. All times referred to herein shall be strictly construed, as all of such times shall be deemed of the essence. WITNESS signatures of the parties as of the year and date first above written. DEVELOPER: COLUMBIA CLUB, INC. C Darlene Mazzone, President CITY: CITY OF PADUCAH, KENTUCKY I: Date: D 7 777 778 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY 510-514 BROADWAY (COLUMBIA THEATER BUILDING) BEGINNING AT A POINT (110-67/100) ONE HUNDRED AND TEN AND SIXTY- SEVEN ONE HUNDREDTHS FEET FROM THE SOUTHWEST CORNER OF BROADWAY AND FIFTH STREETS, IT BEING R. LOEB'S N.W. CORNER, THENCE WESTWARDLY WITH THE SOUTH SIDE OF BROADWAY FIFTY-SEVEN AND SEVENTY FIVE ONE HUNDREDTHS FEET, THENCE AT RIGHT ANGLES TO BROADWAY ONE HUNDRED AND SEVENTY-THREE AND TWENTY-FIVE ONE HUNDREDTHS FEET, THENCE AT RIGHT ANGLES TOWARD FIFTH STREET, FIFTY-SEVEN AND SEVENTY-FIVE HUNDREDTHS FEET, THENCE AT RIGHT ANGLES TOWARD BROADWAY, ONE HUNDRED AND SEVENTY-THREE AND TWENTY- FIVE ONE HUNDREDTHS FEET TO THE BEGINNING. 8